ETHYL CORPORATION

				   BY-LAWS

				  ARTICLE I.

			    Meeting of Stockholders

     Section 1.     Places of Meetings.  All meetings of the
stockholders shall be held at the registered office of the Corporation in
the City of Richmond, Virginia, or at such other place, either within or
without the State of Virginia, as may, from time to time, be fixed by
the Board of Directors.

     Section 2.     Annual Meetings.  The annual meeting of the
stockholders, for the election of directors and transaction of such other
business as may come before the meeting, shall be held in each year
on the fourth Thursday in April, at 11 o'clock in the forenoon,
Richmond, Virginia time, or at such other date and at such other time
as the Board of Directors of the Corporation may designate from time
to time.

     Section 3.     Special Meetings.  Special meetings of
stockholders for any purpose or purposes may be called at any time by
the Chairman of the Board, the Vice Chairman of the Board who is
most senior in service with the Corporation or by a majority of the
Board of Directors.  At a special meeting no business shall be
transacted and no corporate action shall be taken other than that stated
in the notice of the meeting.

     Section 4.     Notice of Meetings.  Notice of the time and place
of every meeting of the stockholders shall be mailed at least ten (10)
days and not more than sixty (60) days previous thereto to each
stockholder of record entitled to vote at the meeting, who shall have
furnished a written address to the Secretary of the Corporation.  Such
further notice shall be given as may be required by law, but meetings
may be held without notice if all the stockholders entitled to vote at the
meeting are present in person or by proxy or if notice is waived in
writing by those not present.

     Section 5.     Quorum.  Any number of stockholders together
holding at least a majority of the outstanding shares of capital stock
entitled to vote in respect to the business to be transacted, who shall be
present in person or represented by proxy at any meeting duly called,
shall constitute a quorum for the transaction of business.  If less than a
quorum shall be in attendance at the time for which a meeting shall
have been called, the meeting may be adjourned from time to time by
a majority of the stockholders present or represented by proxy without
notice other than by announcement at the meeting until a quorum shall
attend.

     Section 6.     Voting.  At any meeting of the stockholders each
stockholder of a class entitled to vote on the matters coming before the
meeting shall have one vote, in person or by proxy, for each share of
capital stock standing in his or her name on the books of the
Corporation at the time of such meeting or on any date fixed by the
Board of Directors not exceeding seventy (70) days prior to the
meeting.

     Section 7.     Voting List.  The officer or agent having charge
of the stock transfer books for shares of the Corporation shall make, at
least ten (10) days before each meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting or any adjournment
thereof, with the address of and the number of shares held by each.
Such list, for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the Corporation or at its
principal place of business or at the office of its transfer agent or
registrar and shall be subject to inspection by any stockholder at any
time during usual business hours.  Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to
the inspection of any stockholder during the whole time of the meeting.
The original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such list or transfer books
or to vote at any meeting of stockholders.  If the requirements of this
section have not been substantially complied with, the meeting shall,
on the demand of any stockholder in person or by proxy, be adjourned
until the requirements are complied with.

     Section 8.     Stockholder Proposals.  To be properly brought
before an annual meeting of stockholders, business must be either (i)
specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Board of Directors or (ii) otherwise properly
brought before the meeting or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the annual
meeting by a stockholder.  In addition to any other applicable
requirements, for business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation.  To be
timely, a stockholder's notice must be given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation not later than sixty (60) days in advance of the annual
meeting.  A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of
shares of the Corporation that are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such
business.

     In the event that a stockholder attempts to bring business before
an annual meeting without complying with the provisions of this
Section 8, the Chairman of the meeting shall declare to the meeting
that the business was not properly brought before the meeting in
accordance with the foregoing procedures, and such business shall not
be transacted.

     No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 8, provided,
however, that nothing in this Section 8 shall be deemed to preclude
discussion by any stockholder of any business properly brought before
the annual meeting.



				 ARTICLE II.

				  Directors

     Section 1.     General Powers.  The property, affairs and
business of the Corporation shall be managed under the direction of the
Board of Directors, and except as otherwise expressly provided by law
or by the Articles of Incorporation, or by these By-Laws, all of the
powers of the Corporation shall be vested in such Board.

     Any contract to which the Corporation is a party that is (i) not
in the ordinary course of business or (ii) is in the ordinary course of
business and involves a commitment by the Corporation of more than
$100,000 and is not executed by the Chairman of the Board or the
Vice Chairman of the Board most senior in service with the
Corporation, must be approved by the Board of Directors or the
Executive Committee, or in accordance with the policy adopted by the
Board of Directors or the Executive Committee, prior to delivery.

     Section 2.     Number of Directors.  The Board of Directors
shall be seven (7) in number.

     Section 3.     Election of Directors.

     (a)  Directors shall be elected at the annual meeting of
stockholders.

     (b)  Directors shall hold their offices until their successors
are elected.  Any director may be removed from office by a majority
of the votes entitled to be cast at an election of directors of the voting
group or voting groups by which such director was elected.

     (c)  Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining directors
though less than a quorum of the Board of Directors.

     (d)  A majority of the number of directors fixed by these By-
Laws shall constitute a quorum for the transaction of business.  The act
of a majority of the directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors.

     Section 4.     Meetings of Directors.  Meetings of the Board of
Directors shall be held at places within or without the State of Virginia
and at times fixed by resolution of the Board, or upon call by the
Chairman by the Board or by the Vice Chairman of the Board who is
most senior in service with the Corporation, and the Secretary or
officer performing the Secretary's duties shall give not less than
twenty-four (24) hours' notice by letter, telegraph or telephone of all
meetings of the directors, provided that notice need not be given of
regular meetings held at times and places fixed by resolution of the
Board.  Meetings may be held at any time without notice if all of the
directors are present, or if those not present waive notice in writing
either before or after the meeting.  Directors may be allowed by
resolution of the Board, a reasonable fee and expenses for attendance
of all meetings.

     Section 5.     Nominations.  Subject to the rights of holders of
any class or series of stock having a preference over the common stock
as to dividends or upon liquidation, nominations for the election of
Directors shall be made by the Board of Directors or a committee
appointed by the Board of Directors or by any stockholder entitled to
vote in the election of Directors generally.  However, any stockholder
entitled to vote in the election of Directors generally may nominate one
or more persons for election as Directors at a meeting only if written
notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an annual meeting
of stockholders, sixty (60) days in advance of such meeting, and (ii)
with respect to an election to be held at a special meeting of
stockholders for the election of Directors, the close of business on the
seventh day following the date on which notice of such meeting is first
given to stockholders.  Each notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of
the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a Director
of the Corporation if so elected.  The Chairman of the meeting may
refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

				 ARTICLE III.

				  Committees

     Section 1.     Executive Committee.  The Board of Directors
shall, by vote of a majority of the number of directors fixed by these
By-Laws, designate an Executive Committee which shall consist of two
or more directors, including the Chairman of the Board, any Vice
Chairman of the Board and the President.  The members of the
Executive Committee shall serve until their successors are designated
by the Board of Directors or until removed or until the Executive
Committee is dissolved by the Board of Directors.  All vacancies
which may occur in the Executive Committee shall be filled by the
Board of Directors.

     Section 2.     General Powers.  When the Board of Directors is
not in session, the Executive Committee shall have all power vested in
the Board of Directors by law, except as otherwise provided in the
Virginia Stock Corporation Act.  The Executive Committee shall
report at the next regular or special meeting of the Board of Directors
all action which the Executive Committee may have taken on behalf of
the Board since the last regular or special meeting of the Board of
Directors.

     Section 3.     Meetings of the Executive Committee.  Meetings
of the Executive Committee shall be held at such places and at such
times fixed by resolution of the Committee, or upon call by the
Chairman of the Executive Committee or the Chairman of the Board or
by the Vice Chairman of the Board most senior in service with the
Corporation.  Not less than twelve (12) hours' notice shall be given by
letter, telegraph or telephone of all meetings of the Executive
Committee, provided that notice need not be given of regular meetings
held at times and places fixed by resolution of the Committee and that
meetings may be held at any time without notice if all of the members
of the Committee are present or if those not present waive notice in
writing either before or after the meeting.  A majority of the members
of the Executive Committee then serving shall constitute a quorum for
the transaction of business at any meeting.

     Section 4.     Bonus, Salary and Stock Option Committee.  The
Board of Directors, at its regular annual meeting, shall designate a
Bonus, Salary and Stock Option Committee which shall consist of three
or more directors who shall not be eligible for bonus, stock option or
stock appreciation rights.  In addition, the Board at any time may
designate one or more alternate members of such Committee who shall
be directors not eligible for bonus, stock option or stock appreciation
rights who may act in place of any absent regular member upon
invitation by the Chairman or Secretary of the Committee.

     With respect to bonus, the Bonus, Salary and Stock Option
Committee shall have and may exercise the powers to determine the
amounts annually available for bonus pursuant to any bonus plan or
formula approved by the Board, to determine the various bonus awards
and to exercise such further powers with respect to bonus as may from
time to time be conferred by the Board of Directors.

     With respect to salary, Bonus, Salary and Stock Option
Committee shall have and may exercise the power to fix and determine
from time to time all salaries at a rate in excess of $6,900 per month
or such higher figure as it may from time to time set as the salary
figure for automatic review for bonus consideration, and such further
powers with respect to salary as may from time to time be conferred
by the Board of Directors.

     The Bonus, Salary and Stock Option Committee shall exercise
such powers with respect to the retention and fees of consultants and
the continuance of employees in the employ of the Company past their
normal retirement date as may from time to time be conferred by the
Board of Directors.

     The Bonus, Salary and Stock Option Committee shall
administer the Corporation's Incentive Stock Option Plan (the Plan)
and from time to time may grant consistent with the Plan stock options
and stock appreciation rights.

     Section 5.     Vacancies and Procedure.  Vacancies in the
Bonus and Salary Committee shall be filled by the Board of Directors,
and members shall be subject to removal by the Board at any time.

     The Bonus and Salary Committee shall fix its own rules of
procedure.  A majority of the number of regular members then serving
shall constitute a quorum; and regular and alternate members present
shall be counted to determine whether there is a quorum.  The Bonus
and Salary Committee shall keep minutes of its meetings, and all
action taken by it shall be reported to the Board of Directors.

     Section 6.     Audit Committee.  The Board of Directors at its
regular annual meeting shall designate an Audit Committee which shall
consist of three or more directors whose membership on the
Committee shall meet the requirements set forth in the rules of the
New York Stock Exchange as amended from time to time.  Vacancies
in the Committee shall be filled by the Board of Directors with
directors meeting the requirements set forth above, giving
consideration to continuity of the committee, and members shall be
subject to removal by the Board at any time.  The Committee shall fix
its own rules of procedure and a majority of the members serving shall
constitute a quorum.  The Committee shall meet at least twice a year
with both the internal and the Corporation's outside auditors present at
each meeting and shall keep minutes of its meetings and all action
taken shall be reported to the Board of Directors.  The Committee
shall review the reports and minutes of any audit committees of the
Corporation's subsidiaries.  The Committee shall review the
Corporation's financial reporting process, including accounting policies
and procedures.  The Committee shall examine the report of the
Corporation's outside auditors, consult with them with respect to their
report and the standards and procedures employed by them in their
audit, report to the Board the results of its study and recommend the
selection of auditors for each fiscal year.  The Committee shall also
oversee the activities of the Corporation's internal audit program.

     Section 7.     Nominating Committee.  The Board of Directors
shall designate a Nominating Committee which shall consist of three or
more directors.  The Committee shall make recommendations to the
Board regarding nominees for election as directors by the stockholders
at each Annual Stockholders' Meeting and make such other
recommendations regarding tenure, classification and compensation of
directors as the Committee may deem advisable from time to time.
The Committee shall fix its own rules of procedure and a majority of
the members serving shall constitute a quorum.

     Section 8.     Other Committees of Board.  The Board of
Directors, by resolution duly adopted, may establish such other
committees of the Board having limited authority in the management of
the affairs of the Corporation as it may deem advisable and the
members, terms and authority of such committees shall be as set forth
in the resolutions establishing the same.

     Section 9.     Ex-Officio Members.  An officer designated as
an ex officio member of a Committee shall be entitled to attend
meetings, but shall not have the power to vote unless such officer is
specifically designated as a voting member of such Committee.

     Section 10.    Management Committees.  The chief executive
officer of the Corporation from time to time may delegate to the
Executive Committee or any other committee of the Board of
Directors, or to such committees as he may establish for the purpose,
such of his management functions as chief executive officer as he may
deem advisable in the best interest of the Corporation.  The members,
terms, authority and procedures of such committees in exercising
management functions shall be as designated by the chief executive
officer.

     When exercising management functions so delegated, reports as
to action taken by such committees need not be submitted to the Board
except where the chief executive officer deems it advisable as a matter
of general information.

     Section 11.    Advisory Committee to Chief Executive Officer.
The Chief Executive Officer may establish such advisory committees
as he may deem advisable to assist him in the administration and
management of the business of the Corporation; such committees shall
consist of officers, employees or consultants to be appointed by the
Chief Executive Officer who shall serve for such terms and have such
authority as may be designated by the Chief Executive Officer.


				 ARTICLE IV.

				  Officers

     Section 1.1    Election.  The officers of the Corporation shall
consist of a Chairman of the Board, a President, one or more Vice
Chairmen of the Board, a Chairman of the Executive Committee, one
or more Vice Presidents (any one or more of whom may be designated
as Executive Vice Presidents or Senior Vice Presidents), a Secretary
and a Treasurer.  In addition, such other officers as are provided for in
Section 3 of this Article may from time to time be elected by the
Board of Directors.  All officers shall hold office until the next annual
meeting of the Board of Directors or until their successors are elected.
The Chairman of the Board, the President, any Vice Chairman of the
Board and the Chairman of the Executive Committee shall be chosen
from among the directors.  Any two officers may be combined in the
same person as the Board of Directors may determine, except that the
President and Secretary may not be the same person.

     Section 2.     Removal of Officers; Vacancies.  Any officer of
the Corporation may be removed summarily with or without cause, at
any time by a resolution passed at any meeting by affirmative vote of a
majority of the number of directors fixed by these By-Laws.
Vacancies may be filled at any meeting of the Board of Directors.

     Section 3.     Other Officers.  Other officers may from time to
time be elected by the Board, including one or more Assistant
Secretaries and Assistant Treasurers, and one or more Divisional
Presidents and Divisional Vice Presidents (any one or more of whom
may be designated as Divisional Executive Vice Presidents or
Divisional Senior Vice Presidents).

     Section 4.     Duties.  The officers of the Corporation shall
have such duties as generally pertain to their offices, respectively, as
well as such powers and duties as are hereinafter provided and as from
time to time shall be conferred by the Board of Directors.  The Board
of Directors may require any officer to give such bond for the faithful
performance of his duties as the Board may see fit.

     Section 5.     Duties of the Chairman of the Board.  The
Chairman of the Board shall be the chief executive officer of the
Corporation and shall serve as Chairman of the Executive Committee
with the power to vote and, except as otherwise provided in these By-
Laws or the resolutions establishing such committees, he shall be ex
officio a member of all other committees of the Board.  He shall
preside at all meetings of the stockholders, the Board of Directors and
the Executive Committee.  In the incapacity or absence of the
President, the Chairman of the Board shall perform the duties and have
the authority of the President.  He may appoint advisory committees as
provided in Section 8 of Article III.  He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts, or other
instruments, except in cases where the signing and the execution
thereof shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of the Corporation or
shall be required by law otherwise to be signed or executed.  In
addition, he shall perform all duties incident to the office of Chairman
of the Board and chief executive officer and such other duties as from
time to time may be assigned to him by the Board of Directors.

     Section 6.     Duties of any Vice Chairman of the Board.  Each
Vice Chairman of the Board shall perform the duties incident to the
office of the Vice Chairman of the Board and shall have such other
powers and duties as may from time to time be assigned to him by the
Board of Directors or the Chairman of the Board.  The Vice Chairman
of the Board who is most senior in service with the Corporation shall
perform the duties of the Chairman of the Board in the absence of the
Chairman of the Board.  Any Vice Chairman of the Board may sign
and execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or
executed.

     Section 7.     Duties of the President.  The President shall be
the chief operating officer and chief administrative officer of the
Corporation, shall be responsible for the execution of the policies of
the Board of Directors and shall have general direction and supervision
over the business of the Corporation and its several officers, subject to
the Chairman of the Board and the Board of Directors.  He shall serve
as a member of the Executive Committee with the power to vote, and
except as otherwise provided in these By-Laws or the resolutions
establishing such committees, he shall be ex officio a member of all
other committees of the Board.  The President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases where the signing and the execution
thereof shall be expressly delegated by the Board of Directors or by
these By-Laws to some other officer or agent of the Corporation or
shall be required by law otherwise to be signed or executed.  In
addition, he shall perform all duties incident to the office of the
President and such other duties as from time to time may be assigned
to him by the Board of Directors or the Chairman of the Board.

     Section 8.     Duties of the Vice President.  Each Vice
President of the Corporation (including any Executive Vice President
and Senior Vice President) shall have powers and duties as pertain to
the office of the Vice President and as may from time to time be
assigned to him by the Board of Directors, the Chairman of the Board,
or the President.  When there shall be more than one Vice President of
the Corporation, the Board of Directors may from time to time
designate one of them to perform the duties of the President in the
absence of the President and the Chairman of the Board.  Any Vice
President of the Corporation may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments,
except in cases where the signing and the execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to
some other officer or agent of the Corporation or shall be required by
law otherwise to be signed or executed.

     Section 9.     Duties of the Treasurer.  The Treasurer shall
have charge and custody of and be responsible for all funds and
securities of the Corporation and shall cause all such funds and
securities to be deposited in such banks and depositories as the Board
of Directors from time to time may direct.  He shall in general
perform all the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board, the President, a Vice Chairman
of the Board or the Chairman of the Executive Committee.

     Section 10.    Duties of the Controller.  The Controller shall
maintain adequate accounts and records of all assets, liabilities and
transactions of the Corporation in accordance with generally accepted
accounting practices; shall exhibit at the office of the Corporation his
accounts and records to any of the directors of the Corporation at any
time upon request; shall render such statements of his accounts and
records and such other statements to the Board of Directors and
officers as often and in such manner as they shall require; and shall
make and file (or supervise the making and filing of) all tax returns
required by law.

     Section 11.    Duties of the Secretary.  The Secretary shall act
as secretary of all meetings of the Board of Directors, the Executive
Committee and other Committees of the Board, and the stockholders of
the Corporation, and shall keep the minutes thereof in the proper book
or books to be provided for that purpose.  He shall see that all notices
required to be given by the Corporation are duly given and served;
shall have custody of the seal of the Corporation and shall affix the
seal or cause it to be affixed to all certificates for stock of the
Corporation and to all documents the execution of which on behalf of
the Corporation under its corporate seal is duly authorized in
accordance with the provisions of these By-Laws; shall have custody of
all deeds, leases, contracts and other important corporate documents;
shall have charge of the books, records and papers of the Corporation
relating to its organization and management as a Corporation; shall see
that the reports, statements and other documents required by law
(except tax returns) are properly filed; and shall, in general, perform
all the duties incident to the office of Secretary and such other duties
as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board, the President, a Vice Chairman
of the Board or the Chairman of the Executive Committee.

     Section 12.    Duties of Divisional Officers.  Divisional
Presidents and Divisional Vice Presidents shall be deemed to be
officers of the Corporation whose duties and authority shall relate only
to the Division by which they are employed, and they may sign and
execute in the name of the Corporation deeds, mortgages, bonds,
contracts and other instruments authorized by the Board that relate only
to the business and properties of such Division.  Other divisional
officers may be designated from time to time by the Board of Directors
and shall serve at the pleasure of the Board and have such duties as
may be assigned by the Board.  Such officers shall be officers of the
respective divisions but shall not be deemed to be officers of the
Corporation.

     Section 13.    Other Duties of Officers.  Any officer of the
Corporation shall have, in addition to the duties prescribed herein or
by law, such other duties as from time to time shall be prescribed by
the Board of Directors, the Chairman of the Board, the President, a
Vice Chairman of the Board or the Chairman of the Executive
Committee.




				 ARTICLE V.

			       Capital Stock

     Section 1.     Certificates.  The shares of capital stock of the
Corporation shall be evidenced by certificates in forms prescribed by
the Board of Directors and executed in any manner permitted by law
and stating thereon the information required by law.  Transfer agents
and/or registrars for one or more classes of the stock of the
Corporation may be appointed by the Board of Directors and may be
required to countersign certificates representing stock of such class or
classes.  In the event that any officer whose signature or facsimile
thereof shall have been used on a stock certificate shall for any reason
cease to be an officer of the Corporation and such certificate shall not
then have been delivered by the Corporation, the Board of Directors
may nevertheless adopt such certificate and it may then be issued and
delivered as though such person had not ceased to be an officer of the
Corporation.

     Section 2.     Lost, Destroyed and Mutilated Certificates.
Holders of the stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Board of Directors may in its discretion cause one or
more new certificates for the same number of shares in the aggregate
to be issued to such stockholder upon the surrender of the mutilated
certificate or upon satisfactory proof of such loss or destruction, and
the deposit of a bond in such form and amount and with such surety as
the Board of Directors may require.

     Section 3.     Transfer of Stock.  The stock of the Corporation
shall be transferable or assignable only on the books of the Corporation
by the holders in person or by attorney on surrender of the certificate
for such shares duly endorsed and, if sought to be transferred by
attorney, accompanied by a written power of attorney to have the same
transferred on the books of the Corporation.  The Corporation will
recognize, however, the exclusive right of the person registered on its
books as the owner of shares to receive dividends and to vote as such
owner.

     Section 4.     Fixing Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors may
fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than seventy (70)
days prior to the date on which the particular action, requiring such
determination of stockholders, is to be taken.  If no record date is
fixed for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of stockholders.  When a
determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section such
determination shall apply to any adjournment thereof.




				 ARTICLE VI.

			  Miscellaneous Provisions

     Section 1.     Seal.  The seal of the Corporation shall consist of
a flat-face circular die, of which there may be any number of
counterparts, on which there shall be engraved in the center of the
words "Incorporated - February 15, 1887" and between two concentric
circles around the margin the words "Ethyl Corporation - A Virginia
Corporation".

     Section 2.     Fiscal Year.  The fiscal year of the Corporation
shall end on December 31st in each year, and shall consist of such
accounting periods as may be recommended by the Treasurer and
approved by the Executive Committee.

     Section 3.     Books and Records.  The Corporation shall keep
correct and complete books and records of account and shall keep
minutes of the proceedings of its stockholders and Board of Directors;
and shall keep at its registered office or principal place of business, or
at the office of its transfer agent or registrar a record of its
stockholders, giving the names and addresses of all stockholders, and
the number, class and series of the shares being held.

     Any person who shall have been a stockholder of record for at
least six months immediately preceding his demand or who shall be the
holder of record of at least five per cent (5%) of all the outstanding
shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, or by agent or
attorney at any reasonable time or times, for any proper purpose, its
books and records of account, minutes and records of stockholders and
to make extracts therefrom.  Upon the written request of any
stockholder, the Corporation shall mail to such stockholder its most
recent published financial statements showing in reasonable detail its
assets and liabilities and the results of its operations.

     The Board of Directors shall, subject to provisions of the
foregoing paragraph of this section, to the provisions of Section 7 of
Article I and to the laws of the State of Virginia, have power to
determine from time to time whether and to what extent and under
what conditions and limitations the accounts, records and books of the
Corporation, or any of them, shall be open to the inspection of the
stockholders.

     Section 4.     Checks, Notes and Drafts.  Checks, notes, drafts
and other orders for the payment of money shall be signed by such
persons as the Board of Directors from time to time may authorize.
When the Board of Directors so authorizes, however, the signature of
any such person may be a facsimile.

     Section 5.     Amendment of By-Laws.  These By-Laws may
be amended or altered at any meeting of the Board of Directors by
affirmative vote of a majority of the number of directors fixed by these
By-Laws.  The stockholders entitled to vote in respect of the election
of directors, however, shall have the power to rescind, alter, amend or
repeal any By-Laws and to enact By-Laws which, if expressly so
provided, may not be amended, altered or repealed by the Board of
Directors.

     Section 6.     Voting of Stock Held.  Unless otherwise
provided by resolution of the Board of Directors or of the Executive
Committee, the Chairman of the Board, and Vice Chairman of the
Board or the President shall from time to time appoint an attorney or
attorneys or agent or agents of this Corporation, in the name and on
behalf of this Corporation, to cast the vote which this Corporation may
be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose stock or securities may be held by this
Corporation, at meetings of the holders of the stock or other securities
of such other corporation, or to consent in writing to any action by any
of such other corporation, and shall instruct the person or persons so
appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of this
Corporation and under its corporate seal or otherwise, such written
proxies, consents, waivers or other instruments as may be necessary or
proper in the premises; or, in lieu of such appointment, the Chairman
of the Board or the Vice Chairman of the Board who is most senior in
service with the Corporation may attend in person any meetings of the
holders of stock or other securities of any such other corporation and
there vote or exercise any or all power of this Corporation as the
holder of such stock or other securities of such other corporation.

     Section 7.     Restriction on Transfer.  To the extent that any
provision of the Rights Agreement between the Corporation and
Sovran Bank, N.A., as Rights Agent, dated September 24, 1987, is
deemed to constitute a restriction on the transfer of any securities of
the corporation, including without limitation, the Rights, as defined
therein, such restriction is hereby authorized by the By-Laws of the
corporation.

     Section 8.     Control Share Acquisitions Statute.  Article 14.1
of the Virginia Stock Corporation Act ("Control Share Acquisitions")
shall not apply to acquisitions of shares of this Corporation.